On September 11, 2025, the Company announced that the tender offer for the acquisition of shares issued by the Company (“Tender Offer”) was successful. As a result, CMA Terminals Atlantic S.A. (“CMA”) acquired 363,562,555 common shares, representing 42.07% of the Company’s capital stock.
On October 10, 2025, following acquisitions carried out under CMA’s obligation, as offeror, to extend the right to sell to shareholders who did not participate in the auction of the Tender Offer during the three-month period after the auction (“Put Period”), CMA’s interest in the Company’s capital stock reached 821,249,023 common shares, representing approximately 95.03% of the total common shares issued by the Company. Considering that, after these acquisitions, shares representing less than 5% of the total shares issued by the Company remained outstanding, CMA informed that it would, in accordance with the applicable legislation and governance, in due course propose the convening of a general meeting of shareholders of the Company to resolve on the compulsory redemption of the remaining outstanding shares.
On November 6, 2025, the General Meeting to resolve on the squeeze-out, pursuant to the provisions of article 4, paragraph 5, of the Brazilian Corporation Law, was convened, and on November 27, 2025, the squeeze-out was approved, as disclosed in a material fact by the Company (“Squeeze-out Material Fact”).
As per the applicable regulation, the redemption price shall be paid to the shareholders within 15 days after approval – that is, by December 12, 2025 (“Payment Date”). The redemption price will be the final auction price (that is, R$ 14.38) duly updated by the SELIC until settlement date (“Redemption Price”).
The Redemption Price will be paid in local currency, on the Payment Date, and the payment will be made in the accounts held by the shareholders before Itaú Corretora de Valores S.A. (“Bookkeeper”).
In relation to shareholders whose records are not duly updated, the Redemption Price will be deposited and will be available to the Bookkeeper, and such shareholders must appear at any branch of the Bookkeeper with the documents indicated below, without prejudice to others that the Bookkeeper may request:
After the presentation of the documents requested above and their verification and validation by the Bookkeeper, the payment of the Redemption Price will be duly processed in an account indicated by the interested shareholder, respecting the Payment Date.
If the release and deposit of the Redemption Price into the accounts of the respective shareholders is not possible due to outdated information corresponding to their respective bank accounts, the amounts owed must be kept in Itaú and said resources will remain available for withdrawal for a period of 10 (ten) years. In this case, the Redemption Price will not undergo any additional updating or correction and, they may only be withdrawn directly and personally by the respective shareholder, carrying the documents mentioned above.
In case of doubts or need for additional information, the Bookkeeper will be served by the shareholders through the Exclusive Customer Service Center for Investors, by the following numbers: (11) 3003-9285 (capital and metropolitan regions) or 0800 7209285 (other locations), on business days, from 9:00 a.m. to 6:00 p.m.
As per applicable law, the Company is responsible for collecting the Withholding Income Tax due by Non-Resident Capital Market Investors and Foreign Direct Investors (“NRIs”) on the capital gains realized in connection with the Squeeze-out. Therefore, these NRIs shall provide additional information to the Company as provided for in Section “Non-Resident Investors (“NRI”)” below.
As per the applicable regulation, considering that, as a result of the Tender Offer (including the shares acquired during the Put Period), less than 5% of the total common shares outstanding issued by the Company remained as outstanding shares, the Company may call an Extraordinary General Meeting (“EGM”) to resolve on the redemption of the remaining shares at the same price offered in the Tender Offer. This mandatory redemption of shares is known as “squeeze-out”.
The Redemption Price is the final Tender Offer price, R$ 14.38, adjusted by the SELIC until the effective payment of the Redemption Price, which must occur on December 12, 2025.
In view of the approval of the squeeze-out, the period of three (3) months, counted from the date of the auction of the Tender Offer, for supervening acquisitions, as provided for in item 8.1 of the Tender Offer notice and in the Notice to Shareholders released by the Company on September 11, 2025, is terminated beginning today (November 27). Any put-period sales order given until November 26 will be paid by the Offeror, according to the procedures set forth on the notice to shareholders disclosed on September 11, 2025.
Each holder should consult their financial and/or tax advisor about the consequences of the squeeze-out.
Non-Resident Investors should access the Section “Non-Resident Investors (“NRI”)” about the information that must be provided to enable the calculation of the Capital Gain and collection of the WHT by the Company, as well as the links for uploading the necessary documents regarding this matter.
As per applicable law, the Company will withhold and collect the Withholding Income Tax (“WHT”) levied on the capital gains realized by Non-Resident Capital Markets Investors and Foreign Direct Investors in connection with the squeeze-out, at (i) flat 15% rate to NRI who qualify as a “Non-Resident Capital Market Investor” and are not residents in favorable tax jurisdictions (“FTJ”), (ii) flat 25% rate to NRI qualified as “FDI Investors” who are resident in FTJ or (iii) progressive rates ranging from 15% to 22.5%, to NRI qualified as “Non-Resident Capital Market Investor” who are residents in FTJ, or qualified as “FDI Investors” who are not resident in FTJ, under the terms of the legislation and regulations of the Brazilian Revenue Services in force.
The capital gain will correspond to the positive difference between (i) the gross value in Brazilian reais resulting from the redemption; and (ii) the average acquisition cost in Brazilian reais of the shares that are being redeemed and held by each NRI (“Capital Gain”).
The Company, therefore, requests that NRI or their respective legal representatives in Brazil (as long as such legal representatives are duly constituted as the NRI respective legal representative) submit the information required for the calculation of the WHT, which must be accompanied by the respective suitable supporting documentation (“WHT Documentation”). Once submitted, the WHT Documentation shall be considered final and irrevocable, subject to the terms and conditions set forth in the Tender Offer notice and in the Squeeze-out Material Fact.
For the avoidance of doubt, the only acceptable supporting documentation for disclosing your average acquisition cost consists of: the brokerage invoice for B3 trades; the subscription agreement (boletim de subscrição) in the case of private or public capital increases; the SPA for private transactions; corporate documents if the shares were acquired through a corporate restructuring; or, in the case of non-onerous transactions, the will, donation agreement, or deed of partition. Additionally, the NRI must provide documentation supporting (back-up) the calculation of the average cost of acquisition. Any documents not included in this exhaustive list will not be accepted as valid supporting documentation.
The fully completed WHT Documentation must be submitted to the Company by 6:00 PM (Brasília Time) on December 4, 2025, through this website, at the link below. Please make sure that you have received the confirmation e-mail, as the information will not be considered as officially submitted until such email is received.
The Company clarifies that, in accordance with the current legislation and regulations, (i) if a NRI fails to timely submit the fully completed WHT Documentation for the calculation of the WHT due, along with the respective supporting documentation, the Company will consider the acquisition cost of said shareholder to be equal to zero (R$ 0.00), so that the amount of the income resulting from the redemption will be entirely considered as Capital Gain; (ii) the tax jurisdiction to be used for calculating the WHT by the Company will be the one registered for the NRI with B3; therefore, any updates must be made with the respective broker in a timely manner, in accordance with the broker’s internal rules and requirements; (iii) if the average acquisition cost per share filled in the website, differs from the information provided in the supporting documentation, the Company will consider as the average acquisition cost per share the value that results from the supporting documentation; and (iv) the NRI acknowledges that the Company will collect the WHT as described above.
There will be no gross-up, so NRI shareholders will receive an amount equal to the Redemption Price, multiplied by the amount of shares they hold, in Brazilian Reais, with WHT deducted from this total. The Company will use the information provided to it by NRI shareholders and/or its legal representatives, as submitted via form available on this website to calculate the Capital Gain and collect the WHT, and the NRI shareholders will be responsible for the veracity, integrity, completeness and timely delivery of such information.
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